European 24 Bidco Oy / Efecte Plc COMPANY RELEASE April 9, 2024 at 2:30
p.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS AND HOLDERS OF STOCK OPTIONS IN THE
UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED "INFORMATION FOR
SHAREHOLDERS AND HOLDERS OF STOCK OPTIONS OF EFECTE IN THE UNITED STATES" AT
THE END OF THIS RELEASE.
Preliminary result of the subsequent offer period of European 24 Bidco Oy's
voluntary recommended public cash tender offer for all the outstanding shares
and stock options in Efecte Plc
European 24 Bidco Oy (the "Offeror"), a private limited liability company
incorporated and existing under the laws of Finland, that is directly wholly
owned by Matrix42 Holding GmbH ("Matrix42"), a corporation incorporated and
existing under the laws of Germany, that is owned by funds advised by Corten
Advisors UK LLP ("Corten Capital"), a private equity firm, incorporated and
existing under the laws of the United Kingdom, commenced on January 30, 2024 a
voluntary recommended public cash tender offer for all the issued and
outstanding shares in Efecte Plc ("Efecte" or the "Company") that are not held
by Efecte or its subsidiaries (the "Shares" or, individually, a "Share") and
for all the issued and outstanding stock options in Efecte that are not held by
Efecte or its subsidiaries (the "Stock Options" or, individually, a "Stock
Option") (the "Tender Offer"). The offer period for the Tender Offer commenced
on January 30, 2024, at 9:30 a.m. (Finnish time) and expired on March 19, 2024,
at 4:00 p.m. (Finnish time). On March 25, 2024, at 9:30 a.m. (Finnish time),
the Offeror commenced a subsequent offer period (the "Subsequent Offer Period")
in accordance with the terms and conditions of the Tender Offer, which expired
on April 8, 2024, at 4:00 p.m. (Finnish time).
Based on the preliminary result of the Subsequent Offer Period, the 322,173
Shares tendered during the Subsequent Offer Period represent approximately 5.0
percent of all the Shares and voting rights in the Company. In addition,
approximately 1.1 percent of the Stock Options have been tendered during the
Subsequent Offer Period. The Shares and Stock Options tendered during the
Subsequent Offer Period, together with the Shares and Stock Options tendered
during the initial offer period, represent approximately 97.6 percent of all
the Shares and voting rights in the Company on a fully diluted basis.
The Offeror will confirm and announce the final result of the Subsequent Offer
Period on or about April 11, 2024. The offer price is expected to be paid on or
about April 29, 2024 to each shareholder of Efecte and holder of Stock Options
who has validly accepted the Tender Offer during the Subsequent Offer Period in
accordance with the terms and conditions of the Tender Offer. The offer price
will be paid in accordance with the payment procedures described in the terms
and conditions of the Tender Offer.
As communicated earlier, it is the Offeror's intention to acquire all the
Shares and to apply for the Shares to be delisted from First North Growth
Market Finland maintained by Nasdaq Helsinki Ltd ("Nasdaq First North") as soon
as permitted and reasonably practicable under the applicable laws and
regulations and the rules of Nasdaq First North. The Offeror will commence
compulsory redemption proceedings to acquire the remaining Shares in accordance
with the Finnish Companies Act (624/2006, as amended).
The Offeror, Matrix42 and Corten Capital, each respectively, reserve the right
to acquire, or enter into arrangements to acquire, Shares on or after the date
of this release in public trading on Nasdaq First North or otherwise.
Investor and Media enquiries:
For further information, please see the dedicated website at:
https://efecte.tenderoffer.fi/en/.
Corten Capital (Miltton)
Jenny Kestilä
Tel. +358 (0) 50 615 33
jenny.kestila@miltton.com
Efecte
Niilo Fredrikson
Tel. +358 50 356 7177
niilo.fredrikson@efecte.com
Certified Adviser of Efecte:
Evli Plc
Tel. +358 40 579 6210
ABOUT THE OFFEROR, MATRIX42 AND CORTEN CAPITAL
European 24 Bidco Oy is a private limited liability company incorporated and
existing under the laws of Finland that is directly wholly owned by Matrix42
Holding GmbH. European 24 Bidco Oy has not previously conducted, and currently
does not conduct, any business. European 24 Bidco Oy was formed to make the
Tender Offer and its sole business purpose is to make the Tender Offer and to
operate as the parent company of Efecte.
Matrix42, a corporation incorporated and existing under the laws of Germany, is
the holding entity of the Matrix42 Group headquartered in Frankfurt, which
provides innovative software solutions for digital workspace experience
management, unified endpoint management, and enterprise service management. The
company's products and services empower organizations to improve IT efficiency,
enhance end-user productivity, and enable digital transformation. With over 25
years of experience and a customer base spanning across various industries and
regions, Matrix42 is trusted by enterprises worldwide for its reliable and
comprehensive solutions. Matrix42 is a portfolio company of and is controlled
by funds advised by Corten Capital. For further information, please visit
www.matrix42.com.
Corten Capital is a specialist investment firm that partners with
entrepreneurial management teams to build market leading, B2B software,
services and information companies across Europe and North America. Corten
Capital is backed by an exceptional group of university endowments, charitable
foundations and family offices from North America, Europe, and Asia, who share
its philosophy of investing for long term value creation through growth and
innovation. Corten Advisors UK LLP is authorised and regulated by the Financial
Conduct Authority in the UK. For further information, please visit
www.cortencapital.com.
ABOUT EFECTE
Efecte is a public limited liability company incorporated under the laws of
Finland with its shares admitted to trading on Nasdaq First North. Efecte helps
people digitalize and automate their work. Customers across Europe leverage
Efecte's cloud service to operate with greater agility, to improve the
experience of end-users, and to save costs. The use cases for Efecte's
solutions range from IT service management and ticketing to improving employee
experiences, business workflows, and customer service. Efecte is the European
alternative to the global goliaths in Efecte's space. Efecte's headquarters is
located in Finland and Efecte has regional hubs in Germany, Poland, Spain and
Sweden.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT
THE TENDER OFFER FOR THE SHARES AND STOCK OPTIONS ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND THE TENDER OFFER DOCUMENT AND RELATED
ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED
INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR
REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED,
DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM
WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND
ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY
FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.
THIS RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF
NASDAQ FIRST NORTH AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED
MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Information for shareholders and holders of Stock Options of Efecte in the
United States
Shareholders and holders of Stock Options of Efecte in the United States are
advised that the Shares or Stock Options are not listed on a U.S. securities
exchange and that Efecte is not subject to the periodic reporting requirements
of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and is not required to, and does not, file any reports with the U.S. Securities
and Exchange Commission (the "SEC") thereunder.
The Tender Offer will be made for the Shares and Stock Options of Efecte, which
is domiciled in Finland, and is subject to Finnish disclosure and procedural
requirements. The Tender Offer is expected to be made in the United States
pursuant to Section 14(e) of, and Regulation 14E, under the Exchange Act,
subject to the exemption provided under Rule 14d-1(d) under the Exchange Act,
for a Tier II tender offer and otherwise in accordance with the disclosure and
procedural requirements of Finnish law, including with respect to the Tender
Offer timetable, settlement procedures, withdrawal, waiver of conditions and
timing of payments, which are different from those applicable under the tender
offer procedures and laws of the United States for domestic offers. In
particular, the financial information included in this announcement has been
prepared in accordance with applicable accounting standards in Finland, which
may not be comparable to the financial statements or financial information of
U.S. companies. The Tender Offer is made to Efecte's shareholders and holders
of Stock Options resident in the United States on the same terms and conditions
as those made to all other shareholders and holders of Stock Options of Efecte
to whom an offer is made. Any informational documents, including this
announcement, are being disseminated to U.S. shareholders and holders of Stock
Options on a basis comparable to the method that such documents are provided to
Efecte's other shareholders and holders of Stock Options.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or its brokers and its brokers' affiliates (acting as agents for
the Offeror or its affiliates, as applicable) may from time to time after the
date of this release and during the pendency of the Tender Offer, and other
than pursuant to the Tender Offer, directly or indirectly purchase or arrange
to purchase Shares or any securities that are convertible into, exchangeable
for or exercisable for Shares. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices,
and the consideration in the Tender Offer must be increased to match any such
consideration paid outside the Tender Offer. To the extent information about
such purchases or arrangements to purchase is made public in Finland, such
information will be disclosed by means of a press release or other means
reasonably calculated to inform U.S. shareholders and holders of Stock Options
of Efecte of such information. In addition, the financial adviser to the
Offeror may also engage in ordinary course trading activities in securities of
Efecte, which may include purchases or arrangements to purchase such
securities. To the extent required in Finland, any information about such
purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, passed upon the merits or fairness of the Tender
Offer, or passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer. Any representation to the contrary
is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares or
Stock Options may be a taxable transaction for U.S. federal income tax purposes
and under applicable U.S. state and local, as well as foreign and other, tax
laws. Each holder of Shares or Stock Options is urged to consult its
independent professional advisers immediately regarding the tax and other
consequences of accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws
only apply to U.S. holders of Shares or Stock Options, and will not give rise
to claims on the part of any other person. It may be difficult for Efecte's
shareholders or holders of Stock Options to enforce their rights and any claims
they may have arising under the U.S. federal securities laws, since the Offeror
and Efecte are located in non-U.S. jurisdictions and some or all of their
respective officers and directors may be residents of non-U.S. jurisdictions.
Efecte's shareholders or holders of Stock Options may not be able to sue the
Offeror or Efecte or their respective officers or directors in a non-U.S. court
for violations of the U.S. federal securities laws. It may be difficult to
compel the Offeror and Efecte and their respective affiliates to subject
themselves to a U.S. court's judgment.
Forward-looking statements
This release contains statements that, to the extent they are not historical
facts, constitute "forward-looking statements". Forward-looking statements
include statements concerning plans, expectations, projections, objectives,
targets, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs, plans or intentions relating to
acquisitions, competitive strengths and weaknesses, plans or goals relating to
financial position, future operations and development, business strategy and
the trends in the industries and the political and legal environment and other
information that is not historical information. In some instances, they can be
identified by the use of forward-looking terminology, including the terms
"believes", "intends", "may", "will" or "should" or, in each case, their
negative or variations on comparable terminology. By their very nature,
forward-looking statements involve inherent risks, uncertainties and
assumptions, both general and specific, and risks exist that the predictions,
forecasts, projections and other forward-looking statements will not be
achieved. Given these risks, uncertainties and assumptions, investors are
cautioned not to place undue reliance on such forward-looking statements. Any
forward-looking statements contained herein speak only as at the date of this
release.
Disclaimer
Danske Bank A/S is authorised under Danish banking law. It is subject to
supervision by the Danish Financial Supervisory Authority. Danske Bank A/S is a
private, limited liability company incorporated in Denmark with its head office
in Copenhagen where it is registered in the Danish Commercial Register under
number 61126228.
Danske Bank A/S (acting via its Finland Branch) is acting as a financial
adviser to the Offeror and no other person in connection with these materials
or their contents. Danske Bank A/S will not be responsible to any person other
than the Offeror for providing any of the protections afforded to clients of
Danske Bank A/S, nor for providing any advice in relation to any matter
referred to in these materials. Without limiting a person's liability for
fraud, Danske Bank A/S, nor any of its affiliates nor any of its respective
directors, officers, representatives, employees, advisers or agents shall have
any liability to any other person (including, without limitation, any
recipient) in connection with the Tender Offer.
Carnegie Investment Bank AB (publ), which is authorised and regulated by the
Swedish Financial Supervisory Authority (Finansinspektionen), is acting through
its Finland Branch ("Carnegie"). The Finland branch is authorised by the
Swedish Financial Supervisory Authority and subject to limited regulation by
the Finnish Financial Supervisory Authority (Finanssivalvonta). Carnegie is
acting exclusively for Efecte Plc and no one else in connection with the Tender
Offer and the matters set out in this announcement. Neither Carnegie nor its
affiliates, nor their respective partners, directors, officers, employees or
agents are responsible to anyone other than Efecte Plc for providing the
protections afforded to clients of Carnegie, or for giving advice in connection
with the Tender Offer or any matter or arrangement referred to in this
announcement.© 2024 GlobeNewswire
